Master Agreement
This Agreement effective as of the 15th day of September,.2004, (the
"Effective Date") by and between Opus Software Solutions Pvt. Ltd, a company
incorporated under the laws of the Republic of India, with offices at 000/000
Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxx, Xxxxx, and with its US based registered
office at 0000, Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000, XXX,
collectively referred to as OPUS, and SiVault Systems Inc., a Public Company
incorporated in the State of Nevada corporation, having its principal offices at
1650 500 5t" Avenue, Xxx Xxxx, XX 00000 (hereinafter "SiVault").
WHEREAS
(i) OPUS provides the combined product line of Electra-POS, Electra Card,
Electra Recon, mTalk, Electronic payment gateway (referred to as ePG) and
Trendis to SiVault, a Point-of-Sale driving and card issuing and management
software product from its Electra product suite as defined in Appendix I to
serve the business needs of SiVault.
(ii) SiVault's business involves providing payment transaction acquirer and
issuer processing platform using Electra-Card at a centralized managed data
center facility, which will allow them to setup, process and support their
customers and / or merchant needs in terms of card processing, card issuing,
transaction authorization, fee generation, and dispute handlings. SiVault will
also drive the POS devices at the merchant locations using Electra-POS.
(iii) SiVault understands that OPUS will customize Electra suite of
products to meet its complete business and compliance requirements at a charge.
(iv) OPUS will provide Electra-Card, Electra Recon and Electra-POS on one
hardware and software configuration for SiVault. SiVault will need to procure
specific hardware and software from third party vendors. The proposed
configuration is provided in Appendix III. mTalk will be used for application
integration on Linux environment. ePG and Trendis will be hosted on separate
processing environment.
(v) SiVault wishes to certify Electra-Card and Electra-POS product with
VISA and Mastercard for transaction authorization and routing.
(vi) The Parties are desirous of recording the terms of their Agreement
relating to the aforesaid and other matters as more particularly contained as
under:
1. DEFINITIONS & INTERPRETATION
In this Agreement unless the context or meaning requires, the following
terms shall have the meanings:
"Agreement" shall mean this agreement and shall include all schedules and
Appendices hereto.
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"Acceptance" shall mean the date on which the customized Electra suite products,
i.e. software modules as described in Appendix I and customization undertaken in
agreement with SiVault, has been installed at Location and SiVault has either
agreed in writing that the user acceptance tests were successful and completed
or has gone live on the production system with any of the products at Location.
"Acquirer" shall mean banks, financial institutions or Independent business
entities on whose behalf SiVault drives POS devices and processes them.
"Commencement Date" shall mean the Effective Date.
"Card Management Platform" shall mean customized Electra-Card module from
Opus Electra Suite of products that OPUS shall supply to SiVault for a price.
"Delivery Date" shall mean the date at which the customized Electra-Card
and Electra-POS software modules are installed at Location.
"Error" shall mean a material failure of the customized Electra-Card and
Electra-POS software to function in conformity with the Specifications.
"Issuer" shall mean banks , financial institutions or Independent business
entities on whose behalf SiVault issues cards and processes them.
"Interchange Networks" shall mean external networks that will interface
with the combined Card Management Platform and POS Driving system to send and
receive authorizations and settlement.
"Location" shall mean the premises where customized Electra-Card and
Electra-POS is to be installed by OPUS on behalf of SiVault.
"Offshore" shall mean the place at which the activities defined in this
Agreement are performed outside of United States and in the engineering center
of OPUS.
"Onsite" shall mean the place at which the activities defined in this
Agreement are performed at Location.
"Offsite" shall mean the place at which the activities defined in this
Agreement are performed outside the Location and within the United States.
"Personnel" shall mean and include all employees and representatives of the
Parties designated to do any such acts, deeds as may be necessary and/or
beneficial for the purposes of this Agreement.
"POS Driving" shall mean customized Electra-POS module from Opus Electra suite
of products that OPUS shall supply to SiVault for a price.
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Services" shall mean the services provided by OPUS from time to time as
enumerated in this Agreement.
"Schedule" shall mean any attachment to this Agreement, or any subsequently
prepared document, which the parties agree to in writing.
"Software License" shall mean non-exclusive and non-transferable license to
use in object code form base of customized & certified Electra-Card and
Electra-POS at Location for the duration of this Agreement and as per the terms
and conditions set forth in this agreement. SiVault acknowledges that it will
only use the Software on the type of installation for which the license has been
granted and obtains no moral rights and rights of ownership of Electra suite
whatsoever. The license is limited to customer primary site, but does not place
restriction on number of Issuers and Acquirers on behalf of whom SiVault uses
the license to provide its services. The license granted entities SiVault to
copy Electra suite object code in machine readable form for archival or backup
purposes provided that all titles, trademarks, and copyright, proprietary and
restricted rights notices shall be produced in all such copies, and that all
such copies shall be subject to the terms of this Agreement. The license granted
shall not except to the extent as may be permitted by law, modify, translate or
create derivative works based on the Software, nor reverse assemble, de-compile
or reverse engineer the Software, whether in whole or in part, or otherwise
attempt to derive the source code, underlying ideas, algorithms, file formats,
programming of the Software or any files contained in or generated by the
Software, nor shall it permit, whether directly or indirectly, any third party
to do any of the foregoing. SiVault acknowledges not selling, leasing,
encumbering, sub-licensing, transferring or assigning the Software or any
proprietary notices or labels on the Software and remove any proprietary notices
or labels on the Software. SiVault acknowledges that any new sites other than
primary will have additional charges over and above the primary license
agreement as defined in Appendix IV of the agreement.
"Software Maintenance" shall mean the Software License support activities
by OPUS after the Delivery date on the primary site Software License and SiVault
acknowledges that the support activities in no event shall OPUS be liable to
SiVault for loss of data, loss of profits or for indirect, incidental, special
or consequential damages arising out of or in connection with the delivered
Software, or during the delivery, installation, after delivery performance or
use of the software if the said loss will have been caused by the negligent act
or omission on the part of SiVault and failure on SiVault to provide a suitable
installation environment, use of products or materials not meeting the
requirements and the installation Software for any other purpose other than that
for which it was designed to and the use of the Software on any computer systems
other than the specified software and hardware platform in this Agreement.
SiVault acknowledges that the maintenance of the multiple site Software License
of customized and certified Electra suite will imply additional charges over and
above the charges to the primary site Software Maintenance to be paid to OPUS,
as defined in Appendix IV of this agreement.
"Specifications" shall mean published product definitions specific to the
implementation of SiVault and signed off by both the parties.
2. OPUS SERVICES
OPUS shall provide and SiVault will purchase the Electra suite module
licenses as described in Appendix I, customization, implementation, training and
maintenance services from OPUS as described below.
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2.1. License
The core license covers POS driving and routing, Store & Forward, card
application processing, debit card issuing, PIN generation & verification, card
transaction authorization, fee & interest calculation, settlement and
chargebacks, merchant management and system administration, electronic payment
gateway, Trendis executive information system and mtalk integration services as
defined in Appendix I.
2.2. Customization
2.2.1 Customization services are the changes that will be made by OPUS to the
base Electra suite of products to suit SiVault's specific requirements.
2.2.2 SiVault will decide upon the customization of the software from OPUS
and may choose to do it on a priority basis, in a phased manner.
2.2.3 The phase I of customization priorities will be defined in the
Customer Specification Document (CSD) as described in Appendix II of this
agreement.
2.2.4 All further phases of customization will be in accordance with the
Change Control procedure as described in Appendix II of this Agreement.
2.2.5 The customization will be performed offshore as per the Specifications
signed-off by both parties.
2.3. Implementation
2.3.1 Implementation services at Location will be installation of customized
version of Electra suite, production planning and setup, certification with
Interchange networks / interfaces excluding mandates, Acceptance Testing,
Training, Go-Live and post Go-live support for 10 business days including month
end processing.
2.3.2 The Acceptance Testing will be conducted as defined in Appendix II of
this agreement.
2.3.3 OPUS personnel will provide the implementation services at Location as
per Specifications with the help of SiVault personnel(s).
2.4. Training
2.4.1 OPUS will train 10 (Ten) SiVault personnel's for 10 working days on
the Software License.
Maintenance
2.5.1 OPUS will provide maintenance services for five years at charge after
Delivery Date for the customized Software License covering defect correction and
compliance with the mandates within the time lines required of the supported
Interchange Networks that are then linked with the customized Electra-Card and
Electra-POS.
2.5.2 The maintenance activities will be performed Offshore and released for
implementation by SiVault.
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3. SiVault's RESPONSIBILITIES
3.1 Review and Sign-off project related functional and technical documents
presented by OPUS.
3.2 Set up necessary infrastructure for implementing the customized
Electra-Card and Electra-POS for SiVault including associated third party
software & hardware at Location.
3.3 Implement power protection, provide adequate security at Location to
safeguard the implemented system from external factors that may hamper its
functioning.
3.4 Provide skilled personnel at Location to operate SiVault's implemented
system in at least two shifts to operate and manage the installation.
3.5 Maintain and monitor data communications links between the implemented
system and other external Interfaces at Location.
3.6 Provide 60 days advance written notice for growth in transaction load /
account base / POS devices to enable OPUS to propose suitable measures in
advance to improve infrastructure processing capabilities.
3.7 Acceptance testing and production planning of the delivered system at
Location with OPUS.
3.8 Interchange network / interface certification testing of the implemented
system at Location with OPUS before go-live.
3.9 Reconciliation and settlement with networks / other interfaces.
3.10 Provide Virtual Private Network (VPN) connection for OPUS after software
installation to have full-access to the install base.
3.11 Provide and follow Change Control procedures for changes as defined in the
Appendix II of this Agreement.
4. SOFTWARE MODULES
As described under Appendix I
5. STATEMENT OF WORK
As described under Appendix II
6. PROCESSING ENVIRONMENT
As described under Appendix III
7. PRICING SCHEDULE
As described under Appendix IV
8. CONFIDENTIALITY AND PROTECTION OF DATA
8.1. OPUS is aware that in the course of the performance of its obligations
under this Agreement they may be given or communicated or be privy to Client
Data. All such facts and information which may be given or communicated to OPUS
or to which they may be privy pursuant to or in connection with this Agreement
or the course of performance of the Services shall be treated as confidential
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and OPUS undertakes for itself and its Personnel that the same shall be kept
secret and shall not be disclosed in whole or in part to any person or used for
any purpose other than:
8.1.1 As maybe necessary for the performance of the obligations hereunder
8.1.2 When required by or under any law
8.1.3 When compelled so to do by any court of competent or regulatory authority.
8.2. Each party shall treat as confidential and keep secret all information
relating to each other's business and will not disclose the same to any third
party except as may be required to perform the obligations under this Agreement.
Provided that all such disclosures shall only be limited on a "need to know"
basis and the Parties shall continue to be liable to maintain confidentiality of
all such information disclosed to third parties.
8.3. SiVault shall take all reasonable care in maintaining the security of
the systems, software and hardware involved in rendering of the Services.
SiVault will install appropriate firewall programs at the Location to secure and
protect the production servers from any hacking attempt or data damage.
8.4. In the event of either Party appointing any third party for provision
of any related services or any pre-requisites required for the purpose of this
Agreement, they shall ensure that such third party complies with the
confidentiality obligations under this Agreement.
8.5. The provisions of this Article shall survive the termination and expiry
of this Agreement.
9. LIABILITY LIMITATIONS AND DISCLAIMERS
OPUS shall not be responsible for any act or omission which could be
attributable to a default of any other person, other than OPUS, including
without limitation any error or failure or inability of the external interfaces
linked with the Electra suite software.
OPUS SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS
AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR
PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.THIS NO LIABILITY LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE
AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, NEGLIGENCE,
STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND
AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT
AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM
COMMERCIAL CODE AND OF OTHER APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE
SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL
DAMAGES SET FORTH IN THIS AGREEMENT.
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10.TERMINATION
This Agreement shall become effective as of the Commencement Date as defined
herein and shall remain valid unless otherwise terminated in accordance with
this Agreement.
SiVault or OPUS may terminate this Agreement at any time after the expiration of
five years from the date of this Agreement by giving not less than ninety (90)
days previous written notice. This clause and its terms, will also be applicable
if SiVault terminates this Agreement any time before the expiration of five
years from the date of this Agreement.
On termination, SiVault shall immediately cease all use of the Services from
OPUS and continue using the Software License object code, but shall remain
liable for all unpaid fees and charges incurred prior to the date of the
termination and for any balance fees and charges payable as per Appendix IV.
11. PROPRIETARY RIGHTS
SiVault acknowledges and agrees that the copyright, patent, trade secret, and
all other intellectual property rights of whatever nature in the Electra suite
Software and Documentation are and shall remain the property of OPUS, and
nothing in this Agreement should be construed as transferring such rights to
SiVault or any third party.
OPUS acknowledges and agrees that the copyright, patent, trade secret, and all
other intellectual property rights of whatever nature in the products and
Documentation that are owned by SiVault are and shall remain the property of
SiVault, and nothing in this Agreement should be construed as transferring such
rights to OPUS or any third party, unless mutually agreed.
12. NEW JERSEY LAW
This Agreement will be governed by and construed in accordance with the laws of
the State of New Jersey, U.S.A. The parties hereby consent to the jurisdiction
of the courts of the State of New Jersey, U.S.A. for the purpose of any action
or proceeding brought by either of them in connection with this Agreement.
13. MISCELLANEOUS
13.1. Counterparts
This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute the same agreement.
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13.2. Force Majeure
OPUS shall not be liable for failure or delay in performing its obligations
hereunder if such failure or delay is due to circumstances beyond its reasonable
control, including, without limitation, acts of any governmental body, war,
insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance,
interruption of or delay in transportation, unavailability of or interruption or
delay in telecommunications or third party services, failure of third party
software or inability to obtain raw materials, supplies, or power used in or
equipment needed for provision of the Services.
13.3. Non-Partnership
Nothing in this Agreement shall be deemed to constitute a partnership between
the parties or otherwise entitle SiVault to have authority to bind OPUS for any
purpose.
13.4. Severability
If any provision of this Agreement is agreed by the parties to be illegal, void
or unenforceable under any law that is applicable hereto or if any court of
competent jurisdiction in a final decision so determines, this Agreement shall
continue in force save that such provision shall be deemed to be deleted here
from with effect from the date of such agreement or decision or such earlier
date as the parties may agree.
13.5. Interpretation
In this Agreement, unless otherwise stated, a reference to a clause or to an
appendix is to a clause or to an appendix; words in the singular shall include
the plural and vice versa.
headings in this Agreement are for convenience only and are not intended to have
any le effect and words denoting persons shall include bodies corporate,
unincorporated, associations and partnerships.
13.6. Notices
Except as otherwise provided in this Agreement, any notice to be given hereunder
shall be in writing and may be served by being sent by facsimile or posted by
registered post or by courier or delivered by hand to the below mentioned
mailing address.
SiVault Systems, Inc.,
Xxxxx 0000-000 0xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: lonatan Xxxxxxx
13.7. Non-Solicitation
During the term of this Agreement and for a period of one year thereafter,
neither party shall solicit the service of the personnel of the other.
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13.8. Construction
This agreement does not limit or restrain the right of OPUS to execute
agreements for providing similar software services and applications or any
components thereof with other entities or organizations.
In witness whereof the duly authorized representatives of the parties have
submitted their signatures herein below:
For and on behalf of For and on behalf of
OPUS SIVAULT
/s/ Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx
Authorized Signatory Authorized Signatory
Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx
Director - Operations Chief Executive Officer
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Appendix I - Software Modules
This Appendix provides a list of software modules of Electra-Card and
Electra-POS that will be implemented at SiVault Location.
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Appendix II - Statement of Work
This Statement of Work ("SOW") for the Agreement between SiVault and OPUS sets
forth the following:
1. The services that OPUS will provide to SiVault for supply,
implementation, and support of Electra suite for this project.
2. The tasks that SiVault will undertake for this project.
1. Project Scope and Services
1.1 Phases and tasks
Project Phase Tasks and Services
----------------------------- --------------------
Project Initiation
-------------------
Project Management
-------------------
Project Processes Setup
-------------------------
Product Integration Review (PIR) and Gap
Project Definition Analysis External System Interface
----------------------------- ---------------------------------------------
Customization of Electra suite modules (as in
Appendix I) in accordance with Gap Analysis
and priorities
---------------------------------------------
Installation of Electra suite modules at
SiVault
---------------------------------------------
Integration Tests
------------------
User Acceptance Tests
-----------------------
Project Execution Production Setup including data for go-live
----------------------------- ------------------------------------------------
Go-live
-------
Onsite support for Go-live
-----------------------------
Project Support Maintenance support
----------------------------- --------------------
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1.1.1 Project Initiation
1. SiVault and OPUS shall hold a formal `kick-off' meeting.
2. Each party shall nominate a Project Manager who will each be the `single
point-of-contact' for the duration of the Project.
3. SiVault shall nominate senior executives to a Steering Committee that
will provide oversight to the Project and resolve issues and problems.
4. OPUS shall nominate one senior manager as its representative on the
Steering Committee.
5. SiVault Project Manager shall furnish status reports to the Steering
Committee.
6. SiVault must ensure that the Committee meets monthly to review progress
and discuss issues with the Project Manager(s).
1.1.2 Project Management
SiVault and OPUS Project Managers will have the primary responsibility for
bringing the project to a satisfactory conclusion. They will be responsible
throughout the course of the Project to:
1. Develop and maintain project management plans, schedules, risk management
plans, etc.
2. Monitor the status of the project.
3. Identify problems, take corrective/preventive measures and escalate to
the appropriate authority/Steering Committee when necessary.
4. Generate regular status reports.
5. Conduct regular status meetings.
6. Keep the Steering Committee informed of project status and progress, and
present project status when invited.
7. Manage and control changes as and when they occur.
1.1.2.1 OPUS Project Manager
The OPUS Project Manager will:
1. Submit weekly status reports to the SiVault Project Manager. This will
provide status of tasks complete, tasks scheduled for the following week, and
identify issues that require the attention of SiVault.
2. Maintain liaison with OPUS consultants and development team for
customization related issues.
3. Handle issues and changes that may occur during the course of the
Project.
1.1.2.2 SiVault Project Manager
1. SiVault Project Manager will coordinate technical discussions/
clarifications with business partners such as banks, issuers, card associations,
etc.
2. Facilitates in resolving issues raised by OPUS Project Manager.
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1.1.3 Set-up of Project Processes
SiVault and OPUS Project Managers will mutually define standards that all
members of the Project Teams will follow. These will cover the following:
1. Definition of Project Standards.
2. Formats and frequency of documents such as status reports, management
reports for the Steering Committee, etc.
3. Standardization on tools (e.g. MS Project for project scheduling).
4. Change Control process.
5. Project Tracking.
6. Incident Tracking. Project Managers may jointly agree to define other
processes as well.
1.1.3.1 Project Standards Workbook
The document containing the agreed standards, formats and processes will be
termed as the Project Standards Workbook, or PSW.
1.1.4 Product Integration Review and Gap Analysis
OPUS personnel will undertake this exercise on-site with various SiVault
personnel. The objectives will be:
1. Decide upon the scope of the project.
2. Identify gaps (if any) between SiVault requirements and standard features
of Electra suite.
3. Decide on priorities for development and delivery of any additional
functionality that SiVault requires.
This phase will encompass the following major activities:
1. Presentation by SiVault of its priorities, requirements, concerns, and
project deadlines.
2. Meetings between OPUS personnel and various levels of SiVault personnel
to gain a detailed understanding of existing practices and requirements from the
new System.
3. Presentation by OPUS of the features and facilities of Electra suite.
4. Definition of gaps between requirements and Electra suite features.
1.1.4.1 Customer Specification Document (CSD)
1. The principal deliverable is the Customer Specification Document (CSD).
2. This formal document will describe all gaps.
3. OPUS will submit the CSD to SiVault for approval and sign-off.
4. OPUS will use the CSD as the basis for user acceptance of the system.
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1.1.4.2 Revision to the schedule
1. The OPUS Project Manager may revise the overall project schedule in
consultation with the SiVault Project Manager depending upon the effort and time
required to fulfill the gaps identified in the CSD.
1.1.5 External System Interface
The Electra-Card and Electra-POS system needs on-line links to: a) VISA b)
Mastercard
1.1.5.1 Message formats
Electra-Card and Electra-POS will adhere to the published interchange interface
specifications. SiVault will furnish data about message formats for these
interfaces.
1.1.5.2 File formats
OPUS and SiVault will finalize the format of all files that interchange will
exchange via batch upload processes.
1.1.5.3 Sample Files
SiVault will provide OPUS with sample files that it exchanges with the systems
mentioned above for testing in India.
1.1.6 Customization of Electra suite
OPUS will use the approved Customer Specification Document (CSD) as the basis
for all customization. Therefore, OPUS will undertake impact analysis, effort
estimation and cost, design, development, and testing only upon receipt of the
CSD.
As mentioned in clause 3.1.4.2, customization may affect the implementation
schedule.
1.2 Project Execution
1.2.1 Installation of software at SiVault
1. SiVault will acquire and install all required hardware, system software
and associated infrastructure in accordance with the agreed schedule.
2. Upon confirmation of the above, OPUS will dispatch its implementation
team members to SiVault.
3. The Team will install base version of Electra suite; carry out initial
configuration and set up activities.
4. After carrying out the customizations, if any, the team will install the
customized version of Electra suite and will carry out integration testing with
other external systems.
SiVault will provide general support to the OPUS team such as work area, PC
workstations, Internet access, telephones with long distance, etc.
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1.2.2 Integration Testing
1. After set-up, the OPUS Implementation Team will inform SiVault of its
readiness to conduct integration testing.
2. The Implementation Team will conduct end to end tests with VISA and
MasterCard.
3. SiVault will assist the OPUS Team to ensure connectivity with the Switch
and other networks.
4. SiVault will ensure the availability of test environment required for
integration testing.
1.2.3 Certification
1. SiVault will schedule the pre-certification and certification tests with
VISA and Mastercard.
2. OPUS implementation team will assist SiVault in the certification
process.
1.2.4 Training
1. OPUS and SiVault Project Managers will jointly develop a training plan
that will define:
- Outline of each course.
- The profile and prerequisite knowledge of participants for each course.
- Approximate schedule of the courses. Courses may be held before and after
the User Acceptance Test.
2. Training will be conducted for a maximum period of 7 working days.
3. Training will include formal class-room and on-the-job sessions.
4. The training will include implementation of patches and updates.
1.2.5 User Acceptance Testing (UAT)
1. The OPUS Project Manager and the SiVault Project Manager will determine
which functions require acceptance testing before hand over. SiVault Project
Manager will develop, with the assistance of OPUS, acceptance criteria.
2. OPUS will notify SiVault about its readiness for user acceptance testing.
3. SiVault shall commence UAT within 3 working days from the date of receipt
of notification.
4. SiVault shall complete the UAT within 10 business days from the date of
commencement of UAT.
5. Defects/shortcomings detected during UAT will be categorized as critical,
to going live, and non-critical after discussion between SiVauit and OPUS.
6. OPUS will deliver the customized Electra-Card and Electra-POS after
rectifying the defects or resolving the shortcomings. SiVault will complete the
second cycle of UAT in not more than 5 business days from date of commencement.
7. SiVault will sign-off the acceptance document when all critical
defects/shortcomings have been resolved.
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8. OPUS will support the UATTeam during UAT.
9. The Team will report any defects/shortcomings to the OPUS Team.
10. OPUS will investigate and fumish remedies.
11. The UAT Team will run the UAT to ensure that OPUS has resolved the problems.
12. The UAT Team will report the successful conclusion of the UAT.
13. SiVault Project Manager and .Steering Committee will sign-off the acceptance
of the system.
14. The customized Electra-Card and Electra-POS will be deemed accepted if no
material defect was reported within the UAT period.
1.2.6 Go-Live
1. SiVault will initiate all necessary steps to go-live on the customized
Electra-Card and Electra-POS.
2. OPUS Team will provide due assistance in migration and other allied
activities.
1.3 Project Support
1.3.1 Support Plan
The OPUS team will work with SiVault to impart an adequate level of operations
and systems knowledge to SiVault personnel.
OPUS will work jointly with SiVault to develop a support plan document that will
cover the go-live phase, the warranty phase, and on-going post-warranty period.
1.3.2 On-Site Support during go-live
The OPUS implementation team will provide go-live support for a period of 10
working days including month-end processing. The dates of go live shall be
scheduled, after mutual discussion between SiVault and OPUS, such that month-end
processing occurs during or close to the go-live support period of 10 days.
1.3.3 Maintenance support
1. This agreement and the Support Plan will govem the support services
2. OPUS will provide SiVault with fixes to any problems reported on the
delivered software at the time of go-live.
3. OPUS will also respond positively to meet periodic requests from SiVault
for changes and enhancements in accordance with agreed change control process
defined below.
4. SiVault will have to provide all the documentation and supporting
materials for the software mandates to be performed by OPUS.
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2. PROJECT DELIVERABLES
The following is a list of task/items that OPUS and/or SiVault must accomplish
under this SOW:
Particulars Responsible
----------------------------------------------------- ----------------
Electra suite and its customization OPUS
----------------------------------------------------- ----------------
Project Standards Workbook OPUS and SiVault
----------------------------------------------------- ----------------
Customer Specifications Document OPUS and SiVault
----------------------------------------------------- ----------------
Acquisition of hardware, software and installation at
SiVault SiVault
----------------------------------------------------- ----------------
Project Management Services OPUS and SiVault
----------------------------------------------------- ----------------
Unux Set-up, Installation of BEA Tuxedo, Oracle
RDBMS Database Creation, etc. OPUS and SiVault
----------------------------------------------------- ----------------
Electra-Card, Electra-POS, other Electra products (as
in appendix I) Installation, Integration Testing,
System Testing, UAT Support, Certification Support,
Production Setup, Go Live support, Post Go Live
support OPUS
----------------------------------------------------- ----------------
UAT SiVault
----------------------------------------------------- ----------------
User Documentation OPUS
----------------------------------------------------- ----------------
Operational Documents SiVault
----------------------------------------------------- ----------------
Training OPUS and SiVault
----------------------------------------------------- ----------------
Maintenance OPUS
----------------------------------------------------- ----------------
3. RESPONSIBILITIES
SiVault will have primary responsibility to maintain and operate the hardware,
software, and network required to support the delivered system.
SiVault is responsible for the identification and interpretation of any
applicable laws, regulations, and statutes that affect the existing SiVault
application system or programs that OPUS will have access to during this
Project. It is the responsibility of SiVault to assure that the systems and
processes meet the requirements of those laws.
4. Change Control Process
The "Change Control Process" governs changes to the scope and Deliverables
during the life of the Agreement. The purpose of this process is to coordinate
and properly document the development, installation, and evaluation of new
features and functionality during the Project. The Change Control Process will
be implemented after go-live and will continue throughout the Project's
duration. OPUS will charge SiVault for any changes that are not defined in the
Software Modules from the Appendix I of this agreement. The fees will be as per
the Customization charges outlined in the Appendix IV of this agreement.
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Appendix III - Processing Environment
The Annexure describes the infrastructure that SiVault will procure for
implementing Electra-Card and Electra-POS.
------------------- ------------------------------------------------------------------------
Hardware i. Dell PowerEdge High-end Servers each with:
D 2 * 2.4GHz Intel Xeon processors.
4 GB memory.
D 2 * 36 GB internal Xxxx Xxxxxx
X XX XXX, XXX Xxxxx
0 * power supplies
10/100 BaseT Fast Ethernet PCI Adapter
2 Intel 100/1000 NIC cards
D Controllers Cards, Rapid Rail Racks
Disk array for external disk drives
2. Two Xxxxxx or Thales or Eracom Host Security Modules
------------------- ------------------------------------------------------------------------
Operating Systems RED HAT Linux AS 2.1
------------------- ------------------------------------------------------------------------
Clustering Software Veritas Cluster Software for fail over, with Oracle HA Agent - Optional
------------------- ------------------------------------------------------------------------
Veritas Foundation Suite for disk management - Optional
RDBMS CPU Oracle 9i standard edition for 2 * 2 CPU system - Optional
------------------- ------------------------------------------------------------------------
(assume it comes with the Hardware)
Middleware ~fier II BEA Tuxedo license for 2 * 2 CPU system
------------------- ------------------------------------------------------------------------
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Appendix IV - Price Schedule
OPUS shall charge SiVault as per the price structure below from Commencement
date for a period of 30 months as described below. The OPUS Electra suite
primary site Software License will be $ 620,000.00 for 3500 POS devices driven
by Electra-POS and 250,000 cards issued by Electra-Card; excluding third-party
software and hardware, as applicable. The primary site Software License fees of
$ 620,000.00 will be paid by SiVault in monthly installments with 10% annual
interest rate.
1. Total down payment is $ 100,000.00
1.1 First portion of Software License down payment due on contract
initiation: $
50,000.00
1.2 Second portion of Software License down payment is due on commencement
date, expected to be approximately two weeks from contract initiation : $
50,000.00 2. Third Party Software:
2.1 Opus and SiVault agree to negotiate in good faith the potential for Opus to
finance the cost of the third part software (ORACLE 91 STANDARD EDITION for 2
CPUs at $ 21,000 and BEA TUXEDO VER 7.1 at $ 19,500) as part of the overall
project, without an increase in the initial down-payments.
3. Remaining License fee:
3.1 Monthly payments starting 90 days from commencement date, for month 1
thru month 30 : $ 16,832.54 per month
4. Monthly maintenance fee:
OPUS shall charge SiVault an annual maintenance fee of 20% (Twenty Percent) of
the delivered Electra suite software (excluding third-party software) for the
agreement period commencing from the Delivery date and shall subject to the
following conditions.
1. The monthly maintenance fee for the base Software License $ 10,333.33
2. Maintenance fee for additional customization (not known at present) will
be charged at 20% of the total actual development cost agreed by both parties.
3. Monthly Maintenance fee for Additional Modules will be charged as defined
below in Section 8.
4. The total monthly fee for Software License and additional customizations
(if any) will be paid at the commencement of each month along with the Remaining
License fee monthly payments and will continue for five years from the Delivery
date
5. SiVault's payments of the monthly maintenance fee will be based on a
revenue share program, defined as:
a. 75% of SiVault's monthly profits will be applied to the monthly
maintenance fee, up to the full amount of the monthly maintenance fee.
b. Should 75% of SiVault's monthly profit not equal any month's maintenance
fee, the unpaid portion would accrue and be added to the next month's
maintenance fee. The accrual process would continue until such time as 75% of
SlVaults monthly profit exceeds both the then current monthly maintenance fee
and all previous accruals of unpaid maintenance fee.
c. If the accrued, unpaid maintenance fees exceed one year's total
maintenance fee, SiVault would be deemed as in default, and Opus would
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cease supporting SiVault. Ownership of the software license would revert back to
Opus.
d. SiVault agrees to provide their monthly financial statements and business
forecast to Opus.
5. Implementation charges:
OPUS shall charge SiVault for any additional implementation charges on a time
and material basis for additional implementation services provided as part of
this Agreement. These charges will depend upon the nature of the service
involved and are as described below:
3.1 Work executed Offshore at OPUSs engineering center in India:
3.1.1 Hourly charges for developers: US$ 35.00
3.2 Work executed Onsite in the USA:
3.2.1 Hourly charges for developers: US$ 80.00
All Implementation fees will be paid in full by SiVault to OPUS after the
Delivery date not to exceed more than one month in payment delay.
6. Customization charges:
OPUS shall charge SiVault for any customization charges on a time and material
basis for additional development effort on the Software License before the
Delivery date. These charges will depend upon the nature of the service involved
and are as described below:
3.1 Work executed Offshore at OPUSs engineering center in India:
3.1.1 Hourly charges for developers: US$ 35.00
3.2 Work executed Onsite in the USA:
3.2.1 Hourly charges for developers: US$ 80.00
All customization fees will be paid in full by SiVault to OPUS after the
Delivery date and not to exceed more than one month in payment delay.
7. Third-party License Fee
The third-party software and hardware license fees associated with the Software
License will be paid by SiVault separately to the third parties.
8. Software Training
OPUS will conduct the onsite training free of charge for 10 users and not
extending more than 10 working days. Any additional training time will be
charged hourly at US $80.00 including weekends and holidays.
9. Travel Expenses, Accommodation & Per Diem : Variable component
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All expenses related to travel, accommodation for OPUS consultants involved in
implementing and support of the software solution Onsite will be borne by
SiVault. SiVault will also pay a per diem of US $60 day per consultant for
consultants involved in the Onsite implementation. To be paid with
Implementation Charges.
10.Taxes, Duties And Levies : Variable Component
All taxes, duties and levies that may be incurred by OPUS with respect to the
software implementation for SiVault will be extra and charged to SiVault on an
actual basis. To be paid with monthly payments, if applicable.
11 .LATE FEE: 2% of Due Amount
OPUS may charge a late fee at the rate of two percentage of the due amount, for
each delinquent month from the payment due date as specified in the invoice
raised.
For and on behalf of For and on behalf of
OPUS SIVAULT
/s/ Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx
Authorized Signatory Authorized Signatory
Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxxx
Director - Operations Chief Executive Officer
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